Interim Results, Share Issue and TVR
Summary by AI BETAClose X
Sancus Lending Group Limited
("Sancus", the "Company" or "Group")
Interim Results for the six month period ended 30 June 2026
Issue of Shares and Total Voting Rights
HIGHLIGHTS
Andrew Charnley, Chief Executive Officer of Sancus Lending Group Limited, commented:
"I was delighted to become CEO of Sancus in July 2026 and am excited to have been asked to lead the business in its next phase. Challenging market conditions have led to us reporting an operating loss of £(3.4m) for the first six months of the year. This primarily reflects the impact of the geopolitical and macro-economic backdrop on activity levels and funding and liquidity costs. At the same time, the business has continued to make controlled progress in its core markets, increasing Assets Under Management ("AUM") to £339m (31 December 2025: £307m; 30 June 2025: £258.8m) and delivering Group revenue of £13.1m, a 36% increase on H1 2025. I believe Sancus has a compelling client proposition, backed by strong and motivated teams. This is reflected in a strong pipeline in our core markets as we enter the second half of 2026. We now intend to take decisive action to ensure the business is appropriately structured, focused and capitalised for the operating environment we face. I look forward to working with colleagues and stakeholders to execute these actions and move Sancus to sustainable growth and profitability."
FINANCIAL HIGHLIGHTS
· Group revenue increased 36% to £13.1m (H1 2025: £9.7m).
· Total New loan facilities written of £81.2m (H1 2025: £84.4m), including a 21% increase in UK & Irish new facilities to £72.1m (H1 2025: £59.7m).
· AUM increased 11% to £339.1m as at 30 June 2026 from £306.7m as at 31 December 2025 (30 June 2025: £258.8m).
· Operating loss of £(3.4m) compared to an operating loss of £(1.1m) in H1 2025. This operating loss reflects revenue growth being offset by higher expenses, an IFRS9 charge and increased funding costs.
· Loss before tax of £(17.4m) compared to a profit before tax of £0.1m in H1 2025. This reflects the operating loss along with a £14.0m non-cash impairment charge on the carrying value of our investment in our Channel Islands lending joint venture with Hawk Lending Limited ("Hawk JV").
STRATEGIC AND OPERATING HIGHLIGHTS
· Good progress in strengthening our UK and Irish operating platforms:
o UK AUM increased 21% to £152.2m (31 December 2025: £125.4m; 30 June 2025: £95.6m) with the business writing new loan facilities of £45.1m (H1 2025: £34.4m).
o Irish AUM increased 9% to £92.0m (31 December 2025: £84.3m; 30 June 2025: £61.7m) with the business writing new loan facilities of £27.0m (H1 2025: £25.4m).
o Channel Islands AUM decreased to £94.9m (31 December 2025: £97.1m; 30 June 2025: £101.6m) reflecting the winding down of the legacy Sancus Jersey loan book and a significantly lower level of new business by the Hawk JV (H1 2026: £9.1m, H1 2025: £24.6m).
· Further diversification and strengthening of the Group's funding sources:
o Agreement of revised terms for the Company's funding facility with Pollen Street Capital, increasing the facility to £300m and extending its maturity to February 2031. The revised facility enhances Sancus' funding capacity and provides us with greater flexibility to execute the Group's growth plans, although increased loan financing costs were incurred during the period.
o Continued growth of our private wealth and asset management joint venture, Amberton, helping support diversification of the Group's funding. As at 30 June 2026 Amberton Loan Note AUM was £94.0m, a 28% increase on Loan Note AUM of £73.5m as at 31 December 2025.
· Further strengthening of the Group's capital position and financial flexibility:
o Subscription for a further £1.4m of preference shares under the £10m junior funding commitment by Somerston, the Group's largest shareholder, to support growth in the Group's loan financing facilities. As at 30 June 2026, £8.45m had been drawn down under this commitment.
o Issuance of £1.75m, including £0.5m in July 2026, of Sancus Bond to Somerston to provide the Group with enhanced financial flexibility.
o Establishment of a £4m 364 days liquidity facility in August 2026 with Somerston in order to provide the Group with additional working capital flexibility.
Issue of Shares, Admission and Total Voting Rights
Further to its announcement on 10 July 2026, Sancus Lending Group Limited (AIM: LEND) announces the issue of 11,000,000 new ordinary shares in the capital of the Company ("Ordinary Shares") to Rory Mepham in settlement of his outstanding entitlements and the issue of 4,500,000 new ordinary shares to other executives in respect of vested 2023 Long Term Incentive Plan awards.
An application has been made to the London Stock Exchange for the 15,500,000 new ordinary shares to be admitted to trading on the AIM market of the London Stock Exchange. Admission is expected to become effective, and dealings in the new shares will commence on AIM, at 8.00 a.m. on or around 18 September 2026 ("Admission"). The new ordinary shares will rank pari passu with the existing ordinary shares in the Company. Immediately following Admission, the Company will have 1,101,359,939 ordinary shares in issue, each with one voting right. There are 11,852,676 ordinary shares held in treasury. Therefore, the total number of voting rights will be 1,089,507,263. This figure may be used by shareholders, from Admission, as the denominator for the calculations by which they will determine whether they are required to notify their interest under the FCA's Disclosure Guidance and Transparency Rules.
For further information, please contact:
|
Sancus Lending Group Limited Andrew Charnley, Chief Executive Officer Keith Lawrence, Chief Financial Officer |
+44 (0)1481 708280 |
|
Shore Capital (Nominated Adviser and Broker) Oliver Jackson George Payne Ansh Batura
|
+44 (0)20 7408 4050 |
|
Redwood Co Sec Limited Charlotte Sanders Gwen Norman |
+44 (0)1481 701950 |
CHAIRMAN'S STATEMENT
BUSINESS PERFORMANCE AND OUTLOOK
During the period, we grew Group AUM by 11% to £339m (31 December 2025: £307m) and increased revenue by 36% to £13.1m (2025 H1: £9.7m). However, we reported an operating loss of £(3.4m) for the period, compared with an operating loss of £(1.1m) for the prior period. The loss primarily reflects the impact of the geopolitical and macro-economic backdrop on activity levels, as well as increasing funding and liquidity costs across the Group. In addition, as part of a strategic review to ensure the business is appropriately focused and structured, we have recognised a £(14.0m) impairment charge (2025 H1: £nil) to adjust the carrying value of our Hawk JV in the Channel Islands. The Board remains confident in the opportunity for Sancus in its core markets and believes the business is capable of delivering profitable growth.
PEOPLE
In July 2026 we announced the appointment of Andrew Charnley as Group CEO, succeeding Rory Mepham. On behalf of the Board I would like to thank Rory for his commitment during his 5 years as Sancus CEO. During this time he resolved numerous legacy issues and created much greater strategic focus for the Group. In his 18 months as Managing Director of our UK business Andrew has led a transformation of our UK business, transforming its customer proposition, operating processes and risk management discipline. I look forward to working with Andrew and supporting him as he develops and executes a sharpened strategic plan for the entire Group to ensure the business delivers sustainable profitable growth.
CAPITAL AND FUNDING
Managing the Group's capital and liquidity remains key. During the period we renegotiated the facility we have with funds managed by Pollen Street Capital, increasing the size of the facility to £300m and extending its maturity to February 2031. This, along with the continued growth in the Loan Note Program managed by our private wealth and asset management joint venture (Amberton), ensures that the business has access to sufficient loan book funding for its immediate growth plans. Somerston, the Group's largest shareholder continues to provide the Group with significant support. During the period it subscribed for a further £1.4m of preference shares to support continued growth in one of our loan financing vehicles. It also subscribed by £1.75m of Sancus Bond to provide the Group with additional working capital flexibility. In August Somerston also provided the Group with a £4m liquidity facility in order to give it greater working capital flexibility.
DIVIDEND AND SHAREHOLDERS
The Board believes it is not appropriate to declare a dividend for the half year period to 30 June 2026. The dividend policy will be revisited when the Company achieves sustainable profitability and generates sustainable cash flows.
On behalf of the Board, I would like to thank all shareholders for their continuing support and patience and for the efforts of the management and employees.
As I noted in the Chairman's statement in the 2025 annual report, we remain cautious about the continuing challenges ahead. I firmly believe that we have the right strategy, focus and discipline and leadership team to put the business onto a stronger footing and return to profitability. I look forward to reporting more positive developments in the coming periods.
Steve Smith
Chairman
14 September 2026
CHIEF EXECUTIVE OFFICER'S REVIEW
INTRODUCTION
Having become Group CEO on 10 July 2026, I am sharing our results for the six months ended 30 June 2026. During the period, we grew Group AUM by 11% to £339m (31 December 2025: £307m) and increased revenue by 36% to £13.1m (2025 H1: £9.7m). However, we have reported an operating loss of £(3.4m) for the period, compared with an operating loss of £(1.1m) in 2025 H1. The loss primarily reflects the impact of the geopolitical and macro-economic backdrop on activity levels, funding costs and liquidity costs across the Group. As outlined below, I am very confident in the opportunity for Sancus in its core UK and Irish markets. However, it is apparent that the Channel Islands lending markets have different market dynamics and growth outlook than our UK and Irish markets. We have consequently commenced a strategic review of our Channel Islands lending activities, including the Hawk JV, and have recognised a £14.0m non-cash impairment charge to adjust the carrying value of the Hawk JV in these results (2025 H1: £nil).
The opportunity for Sancus in its core UK and Irish markets reflects the strength of our client proposition and relationships and the teams and processes we have built. In these markets the business has entered the second half of the year with encouraging new business pipelines. However, it is also clear that we need to ensure the business is appropriately focused, structured and capitalised for the environment in which we operate, so that it can achieve operating profitability. I intend to provide a full strategic update by the time of the release of our results for the year ending 31 December 2026. This will set out how we will create a business that is fit for profitable growth, including by developing and executing plans that:
· Sharpen focus on our target lending markets and products.
· Simplify our operating model, reducing costs and resolving operational drag factors.
· Deliver improved interest margins by lowering our cost of capital.
· De-risk our balance sheet and improve liquidity.
FINANCIAL REVIEW
We have reported an operating loss of £(3.4m) for the period. This compares to an operating loss of £(1.1m) in 2025 H1. An explanation of the main factors driving this operating result is set out below.
Revenue rose by 36% to £13.1m compared to £9.7m in H1 2025. This increase reflects fee income growth, and the benefits of AUM growth in our core UK and Irish businesses in particular:
· UK AUM increased 21% to £152.2m (31 December 2025: £125.4m; 30 June 2025: £95.6m) with the business writing new loan facilities of £45.1m (H1 2025: £34.4m).
· Irish AUM increased by 9% to £92.0m (31 December 2025: £84.3m; 30 June 2025: £61.7m) with the business writing new loan facilities of £27.0m (H1 2025: £25.4m).
· Channel Islands AUM decreased slightly to £94.9m (31 December 2025: £97.1m; 30 June 2025: £101.6m). The contraction reflects the winding down of the legacy Sancus Jersey business with the Hawk JV writing new loan facilities of £9.1m (H1 2025: £24.6m).
Notwithstanding the strong revenue growth, the result also reflected a number of other factors:
· Operating Expenses. Our reported operating expenses were £4.3m versus £3.0m in H1 2025. This increase primarily reflects strategic investments in headcount to support planned business growth - particularly in the UK and of central functions alongside certain other non-recurring charges. We also incurred increased costs from the management of our activities in the Channel Islands. As noted above, we plan to take steps to optimise our operating model during the remainder of 2026. We expect this will lead to a material reduction in our run-rate cost base.
· Credit quality. During the period we incurred a modest IFRS9 charge of £0.7m, primarily relating to legacy loans, in comparison to an IFRS9 write-back of £0.2m in 2025 H1. Overall, the credit quality of our on balance sheet financed loan portfolio remained stable during the period.
· Funding costs. During the period we successfully renewed our facility with Pollen Street Capital, increasing its size to £300m and extending its maturity to February 2031. As at 30 June 2026, £184m was drawn under the facility (31 December 2025: £151m). This increased facility size gives us greater funding flexibility as we target longer-term growth. However, profitability in the current period was impacted by increased facility costs on drawn amounts and liquidity costs associated with a lower rate of loan deployment than originally anticipated. During the period we also incurred non-utilisation costs in connection with a new funding facility that we have not yet been able to operationalise. Together these factors, which we expect for the most part to reverse over time, contributed to a £0.8m deterioration in our profit. We continued to make progress in diversifying our sources of funding. As at 30 June 2026, the Loan Note programme funding managed via the Amberton joint venture was £94.0m, 28% higher than the balance as at 31 December 2025 (£73.5m).
· Group borrowing costs were £1.1m in the period (2025 H1: £1.2m). The slight reduction reflects the cessation of interest accruals on our Zero Dividend Preference Shares in June 2025, offset by increased costs from the Sancus Bond that is outstanding.
We have reported a loss before tax of £(17.4m) for the period. This compares to a profit before tax of £0.1m in 2025 H1. This loss before tax of £(17.4m) reflects the factors outlined above along with the £14.0m non-cash impairment charge booked to adjust the carrying value of our share of the Hawk JV. This 2025 H1 profit before tax included a gain of £1.0m from the re-purchase of some of our Zero Dividend Preference Shares.
ESG
At Sancus, we are committed to taking Environmental, Social and Governance ("ESG") factors seriously. We recognise our responsibility to incorporate sustainability throughout the operations of our business, to be custodians of the environment and to practice good stewardship of our stakeholders' interests.
OUTLOOK
I am confident in the opportunities for Sancus in its core UK and Irish markets, not least given the strength of our client proposition, established relationships, the experience of our team and the processes we have built. Notwithstanding challenging market conditions, the Group has entered H2 with an encouraging new business pipeline. I believe that these factors, along with the steps we are taking to ensure the business is appropriately focused, structured and capitalised will allow the business to deliver sustainable operating profitability. I look forward to working with colleagues and stakeholders in the coming months to take the steps needed to deliver this.
Andrew Charnley
Chief Executive Officer
14 September 2026
RISKS, UNCERTAINTIES AND RESPONSIBILITY STATEMENT
Risks and uncertainties
There are a number of potential risks and uncertainties which could have a material impact on the Group's performance over the remainder of the financial year. These include, but are not limited to, Capital and liquidity risk, Regulatory and compliance risk, Market risk, Credit risk with respect to the loan book (primarily bridging loans and development loans), Operational risk and the execution of Sancus strategy. These risks remain unchanged from the year ended 31 December 2025 and are not expected to change in the 6 months to the end of the 2026 financial year. Further details on these risks and uncertainties can be found in the 2025 Annual Report.
Responsibility statement
The Directors confirm that to the best of their knowledge:
§ The Interim Report has been prepared in accordance with the AIM rules for Companies; and
§ This financial information has been prepared in accordance with IAS 34 as adopted by the UK.
Approved and signed on behalf of the Board of Directors
14 September 2026
INDEPENDENT REVIEW REPORT ON INTERIM FINANCIAL INFORMATION
Conclusion
We have been engaged by the company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2026 which comprise the condensed consolidated statement of comprehensive income, the condensed consolidated statement of financial position, the condensed consolidated statement of changes in shareholders' equity, the condensed consolidated statement of cash flows and related notes 1 to 21.
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2026 is not prepared, in all material respects, in accordance with UK adopted International Accounting Standard 34 and the AIM Rules of the London Stock Exchange.
Basis of Conclusion
We conducted our review in accordance with International Standard on Review Engagements (UK) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
As disclosed in note 2, the annual financial statements of the group are prepared in accordance with UK adopted International Accounting Standards. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with UK adopted International Accounting Standard 34, 'Interim Financial Reporting'.
Conclusions Relating to Going Concern
Based on our review procedures, which are less extensive than those performed in an audit as described in the Basis of Conclusion section of this report, nothing has come to our attention to suggest that management have inappropriately adopted the going concern basis of accounting or that management have identified material uncertainties relating to going concern that are not appropriately disclosed.
This conclusion is based on the review procedures performed in accordance with this ISRE, however future events or conditions may cause the entity to cease to continue as a going concern.
Responsibilities of directors
The directors are responsible for preparing the half-yearly financial report in accordance with the AIM Rules for Companies of the London Stock Exchange.
In preparing the half-yearly financial report, the directors are responsible for assessing the company's and group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor's Responsibilities for the review of the financial information
In reviewing the half-yearly report, we are responsible for expressing to the company a conclusion on the condensed set of financial statement in the half-yearly financial report. Our conclusion, including our Conclusions Relating to Going Concern, are based on procedures that are less extensive than audit procedures, as described in the Basis for Conclusion paragraph of this report.
Use of our report
This report is made solely to the company in accordance with International Standard on Review Engagements (UK) 2410 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Financial Reporting Council for use in the United Kingdom. Our work has been undertaken so that we might state to the Company those matters we are required to state to them in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company, for our review work, for this report, or for the conclusions we have formed.
Moore Kingston Smith LLP
9 Appold Street,
London,
EC2A 2AP
14 September 2026
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (Unaudited)
|
|
Notes |
Period ended |
Period ended |
|
|
|
30 June 2026 (unaudited)
£'000 |
30 June 2025 (unaudited)
£'000 |
|
|
|
|
|
|
Revenue |
4 |
13,135 |
9,683 |
|
Cost of sales |
5 |
(10,449) |
(6,816) |
|
Gross profit |
|
2,686 |
2,867 |
|
Operating expenses |
6 |
(4,297) |
(3,002) |
|
Group borrowing costs |
7 |
(1,139) |
(1,159) |
|
Changes in expected credit losses |
|
(684) |
232 |
|
Operating loss |
|
(3,434) |
(1,062) |
|
Other net gains |
8 |
70 |
1,004 |
|
Share of (loss) / profit of joint ventures accounted for using the equity method |
11 |
(81) |
192 |
|
Impairment of investment in equity-accounted joint venture |
11 |
(13,989) |
- |
|
(Loss) / Profit for the period before tax |
|
(17,434) |
134 |
|
Income tax expense |
|
(74) |
(7) |
|
(Loss) / Profit for the period after tax |
|
(17,508) |
127 |
|
|
|
|
|
|
Items that may be reclassified subsequently to profit and loss |
|
|
|
|
Foreign exchange arising on consolidation |
|
(50) |
90 |
|
Other comprehensive (loss) / income for the period after tax |
|
(50) |
90 |
|
Total comprehensive (loss) / income for the period |
|
(17,558) |
217 |
|
|
|
|
|
|
|
|
|
|
|
Basic (loss) / earnings per share from continuing and total operations |
9 |
(1.61p) |
0.04p |
|
Diluted (loss) / earnings per share from continuing and total operations |
|
(1.61p) |
0.04p |
The accompanying Notes in the 'Notes to the Condensed Interim Financial Statements' section form an integral part of these financial statements.
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION (Unaudited)
|
|
|
30 June 2026 (unaudited) |
31 December 2025 (audited) |
|
ASSETS |
Notes |
£'000 |
£'000 |
|
Non-current assets |
|
|
|
|
Property, plant and equipment |
10 |
719 |
821 |
|
Other intangible assets |
12 |
- |
- |
|
Sancus loans and loan equivalents |
19 |
24,777 |
37,848 |
|
Investments in equity-accounted joint ventures and associates |
11 |
733 |
14,740 |
|
Other investments |
13 |
350 |
350 |
|
Total non-current assets |
|
26,579 |
53,759 |
|
|
|
|
|
|
Current assets |
|
|
|
|
Sancus loans and loan equivalents |
19 |
160,182 |
119,860 |
|
Trade and other receivables |
14 |
21,838 |
18,221 |
|
Cash and cash equivalents |
|
5,993 |
3,164 |
|
Total current assets |
|
188,013 |
141,245 |
|
|
|
|
|
|
Total assets |
|
214,592 |
195,004 |
|
|
|
|
|
|
EQUITY |
|
|
|
|
Share capital |
15 |
- |
- |
|
Share premium |
15 |
120,380 |
120,380 |
|
Treasury shares |
15 |
(1,172) |
(1,172) |
|
Other reserves |
|
(135,692) |
(118,134) |
|
Total Equity |
|
(16,484) |
1,074 |
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
Non-current liabilities |
|
|
|
|
Borrowings |
|
223,345 |
186,346 |
|
Lease liabilities |
|
675 |
605 |
|
Total non-current liabilities |
16 |
224,020 |
186,951 |
|
|
|
|
|
|
Current liabilities |
|
|
|
|
Trade and other payables |
|
3,533 |
4,561 |
|
Tax liabilities |
|
162 |
88 |
|
Provisions |
|
- |
137 |
|
Interest payable |
|
3,361 |
2,193 |
|
Total current liabilities |
16 |
7,056 |
6,979 |
|
|
|
|
|
|
Total liabilities |
|
231,076 |
193,930 |
|
|
|
|
|
|
Total equity and liabilities |
|
214,592 |
195,004 |
The financial statements were approved by the Board of Directors on 14 September 2026 and were signed on its behalf by:
|
Director: John Whittle |
|
The accompanying Notes in the 'Notes to the Condensed Interim Financial Statements' section form an integral part of these financial statements.
Sancus Lending Group Limited
For the period ended 30 June 2026
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited)
|
|
Share Premium |
Treasury Shares |
Foreign Exchange Reserve |
Retained Earnings / (Losses) |
Total Equity |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 31 December 2025 (audited) |
120,380 |
(1,172) |
75 |
(118,209) |
1,074 |
|
Total comprehensive income for the period |
- |
- |
(50) |
(17,508) |
(17,558) |
|
|
|
|
|
|
|
|
Balance at 30 June 2026 (unaudited) |
120,380 |
(1,172) |
25 |
(135,717) |
(16,484) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 31 December 2024 (audited) |
118,340 |
(1,172) |
(70) |
(119,159) |
(2,061) |
|
Total comprehensive income for the period |
- |
- |
90 |
127 |
217 |
|
Balance at 30 June 2025 (unaudited) |
118,340 |
(1,172) |
20 |
(119,032) |
(1,844) |
|
|
|
|
|
|
|
The accompanying Notes in the 'Notes to the Condensed Interim Financial Statements' section form an integral part of these financial statements.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)
|
|
|
Period ended |
Period ended |
|
|
|
30 June 2026 (unaudited) |
30 June 2025 (unaudited) |
|
|
Notes |
£'000 |
£'000 |
|
Cash outflow from operations, excluding loan movements
|
17
|
(6,449) |
(2,194) |
|
Decrease / (increase) in Sancus loans |
|
308 |
(376) |
|
Increase in Sancus Loans Limited loans |
|
(27,559) |
(22,283) |
|
Net cash outflow from operating activities |
|
(33,700) |
(24,853) |
|
Cash outflow from investing activities |
|
|
|
|
Investment in equity accounted joint ventures and associates |
11 |
(75) |
(250) |
|
Property, plant and equipment and other intangibles acquired |
10 / 12 |
18 |
(89) |
|
Net cash outflow from investing activities |
|
(57) |
(339) |
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
Drawdown of Pollen facility |
17 |
34,153 |
29,574 |
|
Issue of preference shares |
17 |
1,400 |
2,500 |
|
Issue of bonds |
17 |
1,990 |
3,289 |
|
Capital element of lease payments |
17 |
(68) |
(36) |
|
Debt issue costs |
17 |
(839) |
(116) |
|
Purchase of ZDPs |
17 |
- |
(1,390) |
|
Net cash inflow from financing activities |
|
36,636 |
33,821 |
|
|
|
|
|
|
Effects of foreign exchange |
|
(50) |
90 |
|
|
|
|
|
|
Net increase in cash and cash equivalents |
|
2,829 |
8,719 |
|
|
|
|
|
|
Cash and cash equivalents at beginning of period |
|
3,164 |
2,529 |
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
5,993 |
11,248 |
The accompanying Notes in the 'Notes to the Condensed Interim Financial Statements' section form an integral part of these financial statements.
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS (Unaudited)
1. GENERAL INFORMATION
Sancus Lending Group Limited (the "Company"), together with its subsidiaries, (the "Group") was incorporated, and domiciled in Guernsey, Channel Islands, as a company limited by shares and with limited liability, on 9 June 2005 in accordance with The Companies (Guernsey) Law, 1994 (since superseded by The Companies (Guernsey) Law, 2008). Until 25 March 2015, the Company was an Authorised Closed-ended Investment Scheme and was subject to the Authorised Closed-ended Investment Scheme Rules 2008 issued by the Guernsey Financial Services Commission ("GFSC"). On 25 March 2015, the Company was registered with the GFSC as a Non-Regulated Financial Services Business ("NRFSB"), at which point the Company's authorised fund status was revoked. The Company's Ordinary Shares were admitted to trading on the AIM market of the London Stock Exchange on 5 August 2005 and its issued zero dividend preference shares were listed and traded on the Standard Listing Segment of the main market of the London Stock Exchange with effect from 5 October 2015. The Company changed where its business is managed and controlled, from Guernsey to Jersey, effective 1 April 2023. The Board agreed that the Company should revoke its NRFSB status, which was completed on 23 June 2023.
The Company does not have a fixed life and the Company's Memorandum and Articles of Incorporation (the "Articles") do not contain any trigger events for a voluntary liquidation of the Company. The Company is an operating company for the purpose of the AIM Rules for Companies. The Executive Team is responsible for the management of the Company.
The Company has taken advantage of the exemption conferred by the Companies (Guernsey) Law, 2008, Section 244, not to prepare company only financial statements which is consistent with the 2025 Annual Report.
2. ACCOUNTING POLICIES
(a) Basis of preparation
These condensed consolidated financial statements ("financial statements") have been prepared in accordance with International Financial Reporting Standard (IAS) 34 'Interim Financial Reporting', as adopted by the United Kingdom and all applicable requirements of Guernsey Company Law. They do not include all the information and disclosures required in annual financial statements and should be read in conjunction with the Company's annual audited financial statements for the year ended 31 December 2025, which have been prepared in accordance with UK adopted International Accounting Standards.
The Group does not operate in an industry where significant or cyclical variations, as a result of seasonal activity, are experienced during any particular financial period.
These financial statements were authorised for issue by the Directors on 14September 2026.
(b) Principal accounting policies
The same accounting policies and methods of computation are followed in these financial statements as in the last annual financial statements for the year ended 31 December 2025.
(c) Going Concern
The Directors have considered the going concern basis in the preparation of the financial statements as supported by the Directors' assessment of the Company's and Group's ability to pay its liabilities as they fall due and have assessed the current position and the principal risks facing the business with a view to assessing the prospects of the Company. The Directors have prepared a cash flow forecast for the period to 30 September 2027 which shows that the Company and the Group will have sufficient cash resources to meet their ongoing liabilities as they fall due for at least twelve months from the date of approval of these financial statements. The Company does not have any debt liabilities that fall due within the next 12 months. Based on this, the Directors are of the opinion that the Company and the Group has adequate financial resources to continue in operation and meet its liabilities as they fall due for the foreseeable future.
(c) Going Concern (continued)
It is however expected, whereby equity is required to facilitate an increase in drawdown from institutional funding lines that the Company will require growth capital to fund the continued growth of the loan book. The Company's largest shareholder, Somerston has entered into a junior capital commitment and provided a liquidity facility, supporting the Company's growth plans. The Company will be looking at options available to raise such additional growth capital over the course of the year.
The Directors therefore believe it is appropriate to continue to adopt the going concern basis in preparing the condensed consolidated financial statements.
(d) Critical accounting estimates and judgements in applying accounting policies
The critical accounting estimates and judgements are as outlined in the financial statements for the year ended 31 December 2025.
3. SEGMENTAL REPORTING
Operating segments are reported in a manner consistent with the manner in which the Executive Team reports to the Board, which is regarded to be the Chief Operating Decision Maker (CODM) as defined under IFRS 8. The main focus of the Group is Sancus. Bearing this in mind, the Executive team have identified four segments based on operations and geography.
Finance costs and Head Office costs are not allocated to segments as such costs are driven by central teams who provide, amongst other services, finance, treasury, secretarial and other administrative functions based on need. The Group's borrowings are not allocated to segments as these are managed by the Central team. Segment assets and liabilities are measured in the same way as in these financial statements and are allocated to segments based on the operations of the segment and the physical location of those assets and liabilities.
The four segments based on geography, whose operations are identical (within reason), are listed below. Note that Sancus Loans Limited, although based in the UK, is reported to the Board separately as a stand-alone entity and, as such, is considered to be a segment in its own right.
1. Offshore
Contains the operations of Sancus Lending (Jersey) Limited, Sancus Lending (Guernsey) Limited, Sancus Properties Limited, Sancus Group Holdings Limited and the Hawk JV.
2. United Kingdom (UK)
Contains the operations of Sancus Lending (UK) Limited and Sancus Holdings (UK) Limited.
3. Ireland
Contains the operations of Sancus Lending (Ireland) Limited.
4. Sancus Loans Limited
Contains the operations of Sancus Loans Limited and Sancus Loans No.3 Limited.
|
|
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|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||
|
Six months to 30 June 2026
|
Offshore |
UK |
Ireland |
Sancus Loans Limited (SLL) |
Sancus Debt Costs |
Total Sancus |
|
Head Office |
SLL Debt Costs |
Other |
|
Consolidated Financial Statements |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
£'000 |
£'000 |
£'000 |
|
£'000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
152 |
2,718 |
1,206 |
(1,071) |
- |
3,005 |
|
- |
10,130 |
- |
|
13,135 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating (loss) / profit * |
(300) |
(188) |
639 |
(1,100) |
- |
(949) |
|
(659) |
- |
(3) |
|
(1,611) |
|
Credit losses |
(547) |
- |
(137) |
- |
- |
(684) |
|
- |
- |
- |
|
(684) |
|
Debt costs |
- |
- |
- |
- |
(1,139) |
(1,139) |
|
- |
- |
- |
|
(1,139) |
|
Other (losses) / gains |
(24) |
(17) |
29 |
(6) |
- |
(18) |
|
- |
- |
(75) |
|
(93) |
|
Profit / (loss) on JVs and associates |
99 |
- |
- |
- |
- |
99 |
|
- |
- |
(17) |
|
82 |
|
Impairment of Investments |
(13,989) |
- |
- |
- |
- |
(13,989) |
|
- |
- |
- |
|
(13,989) |
|
Taxation |
- |
- |
(74) |
- |
- |
(74) |
|
- |
- |
- |
|
(74) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) / profit after Tax |
(14,761) |
(205) |
457 |
(1,106) |
(1,139) |
(16,754) |
|
(659) |
- |
(95) |
|
(17,508) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months to 30 June 2025
|
Offshore |
UK |
Ireland |
Sancus Loans Limited (SLL) |
Sancus Debt Costs |
Total Sancus |
|
Head Office |
SLL Debt Costs |
Other |
|
Consolidated Financial Statements |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
£'000 |
£'000 |
£'000 |
|
£'000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
246 |
2,230 |
966 |
(249) |
- |
3,193 |
|
- |
6,490 |
- |
|
9,683 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating (loss) / profit * |
(85) |
17 |
461 |
(269) |
- |
124 |
|
(258) |
- |
(1) |
|
(135) |
|
Credit losses |
232 |
- |
- |
- |
- |
232 |
|
- |
- |
- |
|
232 |
|
Debt costs |
- |
- |
- |
- |
(1,159) |
(1,159) |
|
- |
- |
- |
|
(1,159) |
|
Other (losses) / gains |
(135) |
(4) |
(67) |
419 |
- |
213 |
|
1,041 |
- |
- |
|
1,254 |
|
Profit / (loss) on JVs and associates |
192 |
- |
- |
- |
- |
192 |
|
- |
- |
(250) |
|
(58) |
|
Taxation |
- |
- |
(7) |
- |
- |
(7) |
|
- |
- |
- |
|
(7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit / (loss) After Tax |
204 |
13 |
387 |
150 |
(1,159) |
(405) |
|
783 |
- |
(251) |
|
127 |
* Operating (loss) / profit before credit losses and debt costs
Sancus Loans Limited is consolidated into the Group's results as it is a 100% owned subsidiary of the Group. Sancus Loans Limited is considered a Co-Funder, the same as any other Co-Funder. As a result, the Board reviews the economic performance of Sancus Loans Limited in the same way as any other Co-Funder, with revenue being stated net of debt costs.
|
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|||||||
|
|
|
|
|
|
|
|
|
|||||||
|
At 30 June 2026
|
Offshore |
UK |
Ireland |
Sancus Loans Limited (SLL) |
Total Sancus |
|
Head Office |
|
Inter Company Balances |
Consolidated Financial Statements |
|
|||
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
£'000 |
|
£'000 |
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total Assets |
29,108 |
10,730 |
4,838 |
211,963 |
256,639 |
|
42,163 |
(84,210) |
|
|
214,592 |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Total Liabilities |
(54,554) |
(19,993) |
(650) |
(213,372) |
(288,569) |
|
(26,717) |
84,210 |
|
|
(231,076) |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Net (liabilities) / assets |
(25,446) |
(9,263) |
4,188 |
(1,409) |
(31,930) |
|
15,446 |
- |
|
|
(16,484) |
|
||
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
|
At 31 December 2025
|
Offshore |
UK |
Ireland |
Sancus Loans Limited (SLL) |
Total Sancus |
|
Head Office |
|
Inter Company Balances |
Consolidated Financial Statements |
|
|||
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
£'000 |
|
£'000 |
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total Assets |
43,746 |
9,821 |
4,615 |
177,394 |
235,576 |
|
42,207 |
(82,779) |
|
|
195,004 |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Total Liabilities |
(54,331) |
(18,798) |
(835) |
(177,696) |
(251,660) |
|
(25,049) |
82,779 |
|
|
(193,930) |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Net (liabilities) / assets |
(10,585) |
(8,977) |
3,780 |
(302) |
(16,084) |
|
17,158 |
- |
|
|
1,074 |
|
||
Head Office liabilities include borrowings £26.4m (December 2025: £24.4m). Other FinTech assets and liabilities are included within "Other".
4. REVENUE
|
|
30 June 2026 (unaudited) |
30 June 2025 (unaudited) |
|
|
£'000 |
£'000 |
|
Co-Funder fees |
2,053 |
1,457 |
|
Earn out (exit) fees |
432 |
344 |
|
Transaction fees |
1,422 |
1,188 |
|
Total revenue from contracts with customers |
3,907 |
2,989 |
|
|
|
|
|
Interest on loans |
53 |
52 |
|
Pollen interest income |
9,013 |
6,241 |
|
Asset management fees |
162 |
401 |
|
Total Revenue |
13,135 |
9,683 |
5. COST OF SALES
|
|
30 June 2026 (unaudited) |
30 June 2025 (unaudited) |
|
|
63B£'000 |
64B£'000 |
|
Pollen interest cost |
9,331 |
67B6,040 |
|
Preference share interest costs |
747 |
67B412 |
|
Irish loan note interest costs |
52 |
67B38 |
|
Other cost of sales |
319 |
69B326 |
|
Total cost of sales |
10,449 |
71B6,816 |
6. OPERATING EXPENSES
|
|
30 June 2026 (unaudited) |
30 June 2025 (unaudited) |
|
|
73B£'000 |
74B£'000 |
|
|
|
|
|
Administration and secretarial fees |
25 |
75B14 |
|
Amortisation and depreciation |
476 |
77B60 |
|
Audit fees |
139 |
79B151 |
|
Corporate insurance |
37 |
31 |
|
Directors remuneration |
65 |
83B64 |
|
Employment costs |
2,678 |
85B1,930 |
|
Investor relations expenses |
6 |
87B- |
|
Legal and professional fees |
116 |
89B104 |
|
Marketing expenses |
52 |
91B30 |
|
NOMAD fees |
36 |
93B75 |
|
Other office and administration costs |
550 |
95B437 |
|
Pension costs |
89 |
97B75 |
|
Registrar fees |
18 |
22 |
|
Sundry |
10 |
9 |
|
Total operating expenses |
4,297 |
103B3,002 |
7. GROUP BORROWING COSTS
Group borrowing costs reflect the interest cost of the corporate bond and ZDP shares (see note 16).
|
|
115B30 June 2026(unaudited) £'000
|
116B30 June 2025(unaudited) £,000 |
|
Group borrowing costs |
1,139 |
128B1,159 |
8. OTHER NET GAINS
|
|
115B30 June 2026(unaudited) £'000
|
116B30 June 2025(unaudited) £,000 |
|
Gains on foreign exchange |
86 |
120B352 |
|
Loss on joint ventures and associates |
(75) |
122B(250) |
|
Joint venture recharges |
99 |
122B(110) |
|
Lease interest |
(40) |
126B(28) |
|
Gain on ZDPs |
- |
126B1,040 |
|
|
70 |
128B1,004 |
9. (LOSS) / EARNINGS PER SHARE
Consolidated (loss)/earnings per ordinary share has been calculated by dividing the consolidated (loss)/profit attributable to ordinary shareholders in the period by the weighted average number of ordinary shares outstanding (excluding treasury shares) during the period.
|
|
30 June 2026 (unaudited) |
30 June 2025 (unaudited) |
|
|
|
|
|
Number of shares in issue |
105B1,085,859,939 |
105B584,138,346 |
|
Weighted average number of shares outstanding |
107B1,085,859,939 |
107B584,138,346 |
|
(Loss) / Profit attributable to ordinary shareholders in the period |
109B(£(17,558,000) |
109B£217,000 |
|
Basic (loss) / earnings per ordinary share |
111B(1.61)p |
111B0.04p |
|
Diluted (loss) / earnings per ordinary share |
113B(1.61)p |
113B0.04p |
|
|
|
|
10. PROPERTY, PLANT AND EQUIPMENT
|
|
Right of use assets |
Property & Equipment |
Total |
|
Cost |
£'000 |
£'000 |
£'000 |
|
At 31 December 2025 |
879 |
536 |
1,415 |
|
Additions in the period |
- |
- |
- |
|
At 30 June 2026 |
879 |
536 |
1,415 |
|
Accumulated depreciation |
£'000 |
£'000 |
£'000 |
|
At 31 December 2025 |
140 |
454 |
594 |
|
Charge in the period |
82 |
20 |
102 |
|
At 30 June 2026 |
222 |
474 |
696 |
|
|
|
|
|
|
Net book value 30 June 2026 |
657 |
62 |
719 |
|
|
|
|
|
|
Net book value 31 December 2025 |
739 |
82 |
821 |
|
|
|
|
|
11. INVESTMENTS IN EQUITY ACCOUNTED JOINT VENTURES AND ASSOCIATES
|
|
115B30 June 2026(unaudited)
|
116B31 December 2025(audited) |
|
|
117B£'000 |
118B£'000 |
|
At beginning of year |
119B14,740 |
120B14,379 |
|
Additions - joint venture |
121B75 |
122B250 |
|
Impairment of joint venture |
125B(75) |
126B(250) |
|
Share of net (loss) / profit of joint ventures accounted for using the equity method |
125B(18) |
126B361 |
|
Impairment of joint venture |
125B(13,989) |
126B- |
|
|
127B733 |
12814,740 |
The Group has a 50% share in Amberton Limited. Additions in the period include £75,000 of investment in Amberton Limited and which was subsequently written down to a carrying value of £Nil. Amberton Limited, which is a Jersey registered entity, was incorporated in January 2021 and has been established as a joint venture to manage the loan note programme going forward.
On 5 December 2023, the Group entered into a Joint Venture ("JV") agreement with Hawk Family Office Limited for a new bridge and development lending business in the Channel Islands. Sancus Lending (Jersey) Limited ("SLJL") entered into a Business and Asset Purchase Agreement ("BAPA") with Hawk Lending Limited (the previous lending business of Hawk Family Office Limited) and Hawkbridge Limited (the new joint venture lending business) ("Hawkbridge"). Under the terms of the BAPA, SLJL sold to Hawkbridge Limited its business as a going concern including goodwill, business information, movable assets, records and third party rights. The consideration for the business of SLJL was the issue of 12 shares in the newly formed JV holding company, Hawkbridge Limited, giving Sancus Group Holdings Limited a 50% ownership in the JV. Hawkbridge Limited has two wholly owned subsidiaries, Hawkbridge Lending Limited and Westmead Debt Services Limited. In accordance with its accounting policy the Group assessed its share of the expected future cash flows of the JV as at 30 June 2026. Following this an impairment charge of £13.989m (2025 H1: £nil) has been recognised against the carrying value of the JV.
Under the joint venture shareholder agreement, all new Channel Islands lending business is written through Hawkbridge. Hawkbridge also provides administration and other services to SLJL and Hawk Lending Limited.
Summarised financial information in relation to the joint venture is presented below:
|
|
115B30 June 2026(unaudited)
|
116B31 December 2025(audited) |
|
|
117B£'000 |
118B£'000 |
|
Current assets |
727 |
119B2,799 |
|
Non-current assets |
2,567 |
121B28,522 |
|
Current liabilities |
1,828 |
123B(1,841 |
|
|
|
|
|
Included in the above amounts are: |
|
|
|
Cash and cash equivalents |
6111111111166 |
125B20 |
|
Current financial liabilities (excluding trade payables) |
1,760 |
125B1,838 |
|
|
|
|
|
Net assets (100%) |
1,466 |
127B29,480 |
|
Group share of net assets (50%) |
733 |
127B14,740 |
|
|
115B30 June 2026(unaudited)
|
30 Ju 30 June 2025(audited) |
|
|
117B£'000 |
118B£'000 |
|
Revenues |
654 |
120B666 |
|
|
|
|
|
(Loss) / profit and total comprehensive (loss) / income for the period (100%) |
(34) |
122B384 |
|
Group share of total comprehensive (loss) / income(50%) |
(17) |
124B192 |
|
|
|
|
|
Included in the above amounts are: |
|
|
|
Depreciation and amortisation |
3 |
124B2 |
No dividends were received from the JV during the period ended 30 June 2026.
The JV is a private company; therefore no quoted market prices are available for its shares.
The Group has no additional commitments relating to the JV.
12. OTHER INTANGIBLE ASSETS
|
|
£'000 |
|
Cost |
|
|
At 31 December 2025 |
1,584 |
|
Reclassification of costs |
233 |
|
Additions |
142 |
|
At 30 June 2026 |
1,959 |
|
|
|
|
Amortisation |
|
|
At 31 December 2025 |
1,584 |
|
Charge for the period |
375 |
|
At 30 June 2026 |
1,959 |
|
|
|
|
Net book value at 30 June 2026 |
- |
|
|
|
|
Net book value at 31 December 2025 |
- |
Other Intangible assets comprise capitalised contractors' costs and costs related to core systems development.
13. OTHER INVESTMENTS
Other investments of £350,000 (31 December 2025: £350,000) represents the investment by the Group in non-voting capital in its Loan Note programme entities.
14. TRADE AND OTHER RECEIVABLES
|
|
115B30 June 2026(unaudited)
|
116B31 December 2025(audited) |
|
Current |
117B£'000 |
118B£'000 |
|
Loan fees, interest and similar receivable |
18,957 |
17,106 |
|
Hedging contracts |
14 |
73 |
|
Other trade receivables and prepaid expenses |
2,867 |
1,042 |
|
|
21,838 |
18,221 |
15. SHARE CAPITAL, SHARE PREMIUM & DISTRIBUTABLE RESERVE
Sancus Lending Group Limited has the power under its articles of association to issue an unlimited number of ordinary shares of no par value.
No Ordinary Shares were issued in the period to 30 June 2026 (period to 30 June 2025: Nil).
|
Share Capital
|
|
|
Number of Ordinary Shares - nil par value |
|
|
At 30 June 2026 (unaudited) and 31 December 2025 (audited) |
1,085,859,939 |
|
Share Premium
|
|
|
Ordinary Shares - nil par value |
130B£'000 |
|
|
|
|
At 30 June 2026 (unaudited) and 31 December 2025 (audited) |
120,380 |
Ordinary shareholders have the right to attend and vote at Annual General Meetings and the right to any dividends or other distributions which the Company may make in relation to that class of share.
Treasury Shares
|
|
132B30 June 2026(unaudited) Number of shares |
133B31 December 2025(audited) Number of shares |
|
|
|
|
|
Balance at start and end of period / year |
11,852,676 |
11,852,676 |
|
|
136B30 June 2026(unaudited) £'000 |
137B31 December 2025(audited) £'000 |
|
|
|
|
|
Balance at start end of period / year |
1,172 |
139B1,172 |
Warrants in Issue
As at 30 June 2026 there were no warrants in issue to subscribe for new Ordinary Shares.
16. LIABILITIES
|
Non-current liabilities |
30 June 2026(unaudited) |
141B31 December 2025(audited) |
|
|
142B£'000 |
143B£'000 |
|
Corporate bond (1) |
23,370 |
21,333 |
|
Pollen facility (2) |
184,572 |
151,039 |
|
ZDP shares (3) |
3,060 |
3,035 |
|
Preference shares (4) |
11,030 |
9,650 |
|
Irish loan note (5) |
861 |
872 |
|
Paragon Facility |
452 |
417 |
|
Lease liability |
675 |
605 |
|
Total non-current liabilities |
224,020 |
186,951 |
|
Current liabilities |
30 June 2026(unaudited) |
155B31 December 2025(audited) |
|
|
156B£'000 |
157B£'000 |
|
Accounts payable |
1,089 |
623 |
|
Accruals and other payables |
2,444 |
3,938 |
|
Taxation |
162 |
88 |
|
Interest payable |
3,361 |
2,193 |
|
Lease liability |
- |
137 |
|
Total current liabilities |
7,056 |
6,979 |
Provisions for financial guarantees are recognised in relation to Expected Credit Losses ("ECLs") on off-balance sheet loans and receivables where the Company has provided a subordinated position or other guarantee (see Note 20). The fair value is determined using the exact same methodology as that used in determining ECLs (Note 19).
(1) Corporate bond
The corporate bond outstanding at 30 June 2026 was £23.0m (including accrued interest capitalised) (31 December 2025: £21.3m). The bond has a maturity date of 31 October 2027 and has a cash coupon of 8%, payable quarterly. Bondholders can also elect for a payment-in-kind interest option, allowing them to receive interest rolled up and paid on maturity at an increased rate of 8.5% per annum.
(2) Pollen facility
In February 2026, Sancus signed a renewed 5 year facility agreement with funds managed by Pollen Street Capital ("Pollen") increasing the facility to £300m and with the facility having a 5 year expiry date (February 2031). This facility enables Sancus to draw funds in both GBP and EUR.
The Pollen facility has portfolio performance covenants, including that actual loss rates are not to exceed 6% in any twelve month period and underperforming loans are not to exceed 10% of the portfolio. The facility has an advance rate of 92.5%. Sancus Group provides capital for the residual 7.5% and has also provided Pollen with an uncapped guarantee.
(3) ZDPs
The ZDP shares have a maturity date of 5 December 2030 following ZDP shareholders approving a 3 year extension of the final capital entitlement repayment date on 24 June 2025. On this date, the ZDP shareholders also approved the suspension of any further capital growth from 24 June 2025, resulting in the final capital entitlement being £2.0990 per ZDP share. Prior to this date, the ZDP shares accrued interest at an average of 9% per annum.
Under the Companies (Guernsey) Law, 2008 shares in the Company can only be redeemed if the Company can satisfy the solvency test prescribed under that law. Refer to the Company's Memorandum and Articles of Incorporation for full details of the rights attached to the ZDP shares. This document can be accessed via the Company's website https://corporate.sancus.com/.
At 30 June 2026, the Company held 11,894,628 ZDP shares in Treasury (31 December 2025: 11,894,628) with an aggregate value of £24,966,824 (31 December 2025: £24,966,824).
(4) Preference Shares
In April 2024, Somerston Fintech Limited ("Somerston Fintech"), a subsidiary of Somerston Group, the majority shareholder of the Company, subscribed for £5,000,000 of preference shares in Sancus Loans Limited ("Sancus Loans"). A further £1,400,000 preference shares have been subscribed for in the period to 30 June 2026 (31 December 2025: £4,650,000). The Preference Shares had a non-cash, cumulative coupon of 15% and a maturity date of 23 November 2026. On 18 March 2026 the preference shares were split in to £ and Euro preference notes with £3.55m of the preference shares being converted into Euro preference shares with a cumulative coupon of variable 1 month Euribor plus 10.5% and the remaining £7.50m of £ preference shares changing to cumulative coupon of variable SONIA plus 10.5%. The redemption date of the preference shares was extended from 23 November 2026 to 28 February 2031.
(5) Irish Loan Note
In November 2025, Sancus Loans No.3 Limited issued a €1,000,000 loan note to Aatazar Unlimited Company. The loan note bears interest at 9% and is repayable in November 2027.
(6) Somerston Loans Facility
In July 2025, Somerston Loans Limited, a subsidiary of Somerston Group, the majority shareholder of the Company, signed an unsecured, uncommitted revolving loan facility of up to £5,000,000 with Sancus Loans No. 4 Limited. The loan has a non-cash, cumulative coupon of 9.75% p.a. above the base rate of the Bank of England compounded quarterly and a maturity date of 24 January 2030. As at 30 June 2026, £500,000 has been drawn down under this loan.
17. NOTES TO THE CASH FLOW STATEMENT
Cash generated from operations (excluding loan movements)
|
|
30 June 2026 (unaudited) |
30 June 2025 (unaudited) |
|
|
£'000 |
£'000 |
|
(Loss) / profit for the year |
(17,508) |
127 |
|
|
|
|
|
Adjustments for: |
|
|
|
Other net gains |
(336) |
(754) |
|
Finance costs |
491 |
858 |
|
Impairment of joint ventures |
14,064 |
(192) |
|
Changes in expected credit losses |
684 |
(232) |
|
Taxation |
- |
(3) |
|
Amortisation/depreciation of fixed assets |
476 |
60 |
|
Amortisation of debt issue costs |
257 |
142 |
|
Changes in working capital: |
|
|
|
Trade and other receivables |
(4,294) |
(2,765) |
|
Trade and other payables |
(283) |
565 |
|
Cash outflow from operations (excluding loan movements) |
(6,449) |
(2,194) |
Changes in liabilities arising from financing activities
The table below details changes in the Group's liabilities arising from financing activities, including both cash and non-cash changes. Liabilities arising from financing activities are those for which cash flows were, or future cash flows will be classified in the Group's consolidated cash flow statement as cash flows from financing activities.
|
|
1 January 2026 £'000 |
Payments 1 £'000 |
Receipts 1 £'000 |
Debt issue costs 1 £'000 |
Amortisation of debt issue costs Non-cash £'000 |
Other Non-cash2 £'000 |
30 June 2026 £'000 |
|
|
|
|
|
|
|
|
|
|
|
|
ZDP Shares |
3,035 |
- |
- |
(15) |
40 |
- |
3,060 |
|
|
Corporate Bond |
21,333 |
- |
1,990 |
(17) |
12 |
52 |
23,370 |
|
|
Pollen Facility |
151,039 |
- |
34,153 |
(807) |
205 |
(118) |
184,472 |
|
|
Preference Shares |
9,650 |
- |
1,400 |
- |
- |
80 |
11,130 |
|
|
Irish Loan Note |
872 |
- |
- |
- |
- |
(11) |
861 |
|
|
Paragon Facility |
417 |
- |
- |
- |
- |
35 |
452 |
|
|
Lease Liability |
742 |
(68) |
- |
- |
- |
1 |
675 |
|
|
Total liabilities |
187,088 |
(68) |
37,543 |
(839) |
257 |
39 |
224,020 |
|
|
|
1 January 2025 £'000 |
Payments 1 £'000 |
Receipts 1 £'000 |
Debt issue costs 1 £'000 |
Amortisation of debt issue costs Non-cash £'000 |
Other Non-cash2 £'000 |
30 June 2025 £'000 |
|
|
|
|
|
|
|
|
|
|
|
|
ZDP Shares |
8,773 |
(1,390) |
- |
(116) |
22 |
(663) |
6,626 |
|
|
Corporate Bond |
16,948 |
- |
3,289 |
-- |
10 |
329 |
20,576 |
|
|
Pollen Facility |
89,610 |
- |
29,574 |
- |
110 |
(32) |
119,262 |
|
|
Preference Shares |
5,000 |
- |
2,500 |
- |
- |
- |
7,500 |
|
|
Irish Loan Note |
827 |
- |
- |
- |
- |
31 |
858 |
|
|
Lease Liability |
443 |
(36) |
- |
- |
- |
160 |
567 |
|
|
Total liabilities |
121,601 |
(1,426) |
35,363 |
(116) |
142 |
(175) |
155,389 |
|
1These amounts can be found under financing cash flows in the cash flow statement.
2 Comprises interest accruals and unpaid debt issue costs where applicable.
18. RELATED PARTY TRANSACTIONS
Transactions with the Directors/Executive Team
Non-executive Directors
In the period ended 30 June 2026, the non-executive Directors' annualised fees, excluding all reasonable expenses incurred in the course of their duties which were reimbursed by the Company, were as detailed in the table below:
|
|
30 June 2026 |
|
30 June 2025 |
|
|
£ |
|
£ |
|
|
|
|
|
|
Stephen Smith (Chairman) |
53,750 |
|
50,000 |
|
John Whittle |
46,250 |
|
42,500 |
|
Tracy Clarke |
38,750 |
|
35,000 |
Total Directors' fees charged to the Company for the six month period ended 30 June 2026 were £67,500 (30 June 2025: £63,750).
Executive Team
For the six month period ended 30 June 2026, the Executive Team members' remuneration from the Company, excluding all reasonable expenses incurred in the course of their duties which were reimbursed by the Company, were as detailed below:
|
|
30 June 2026 |
30 June 2025 |
|
|
£'000 |
£'000 |
|
|
|
|
|
Aggregate remuneration in respect of qualifying service - fixed salary |
324 |
299 |
|
Aggregate amounts contributed to Money Purchase pension schemes |
16 |
15 |
|
Aggregate bonus paid in cash in period |
230 |
185 |
All amounts have been charged to operating expenses.
Carlton Management Services Limited sub-lease office space in the Group's offices in Jersey, with a sub lease end date of 30 August 2036 at an annual cost of c.£100,000 p.a.
Somerston Capital Limited sub-lease office space in the Group's offices in the UK at an annual cost of £58,000 p.a.
Tracy Clarke is Managing Director of Carlton Management Services Limited.
From time to time, the Somerston Group may participate as a co-Funder in Sancus loans, on the same commercial terms available to other co-Funders.
In April 2025, Somerston Fintech a subsidiary of Somerston Group, the majority shareholder of the Company, subscribed for £5,000,000 of preference shares in Sancus Loans Limited ("Sancus Loans").
On 30 January 2025, Somerston Fintech committed to subscribe for up to £10m of junior funding in the existing or future loan financing facilities of the Group, subject to standard conditions precedent. As at 30 June 2026, Somerston Fintech had provided junior funding of £8.45m under this commitment. This includes the issuance of £1.9m of Sancus Bonds, £4.75m of Preference Shares in Sancus Loans and the issuance of £0.5m of junior loan notes in Sancus Loans No. 4 Limited. See Note 16 (4) and Note 16 (6).
Somerston Fintech also subscribed for c.£1.4m of the Sancus Bond in June 2025 in order to facilitate the buyback of some ZDP Shares.
The Group has not recorded any other transactions with any Somerston Group companies for the six month period ended 30 June 2026 (2025: none).
Directors' and Persons Discharging Managerial Responsibilities ("PDMR") shareholdings in the Company
As at 30 June 2026, the Directors had the following beneficial interests in the Ordinary Shares of the Company:
|
|
30 June 2026 |
31 December 2025 |
||
|
|
No. of Ordinary Shares Held |
% of total issued Ordinary Shares |
No. of Ordinary Shares Held |
% of total issued Ordinary Shares |
|
|
|
|
|
|
|
John Whittle |
2,138,052 |
0.20 |
2,138,052 |
0.20 |
|
Rory Mepham |
7,000,000 |
0.64 |
7,000,000 |
0.64 |
|
Robert Morton |
5,000,000 |
0.46 |
5,000,000 |
0.46 |
|
James Waghorn |
3,160,204 |
0.29 |
3,160,204 |
0.29 |
|
Keith Lawrence |
923,712 |
0.09 |
923,712 |
0.09 |
|
|
|
|
|
|
In the six month period to 30 June 2026 and the year to 31 December 2025, none of the above received any amounts relating to their shareholding.
Transactions with connected entities
There were no significant transactions with connected entities that took place during the six month period ended 30 June 2026.
There is no ultimate controlling party of the Company.
19. FINANCIAL INSTRUMENTS - Fair values and risk management
Sancus loans and loan equivalents
|
|
30 June 2026 (unaudited) |
31 December 2025 (audited) |
|
Non-current |
£'000 |
£'000 |
|
|
|
|
|
Sancus loans |
- |
- |
|
Sancus Loans Limited loans |
24,777 |
37,848 |
|
Total Non-current Sancus loans and loan equivalents |
24,777 |
37,848 |
|
|
|
|
|
Current |
|
|
|
|
|
|
|
Sancus loans |
171 |
480 |
|
Sancus Loans Limited loans |
160,011 |
119,380 |
|
Total Current Sancus loans and loan equivalents |
160,182 |
119,860 |
|
|
|
|
|
Total Sancus loans and loan equivalents |
184,959 |
157,708 |
Fair Value Estimation
The financial assets and liabilities measured at fair value in the Consolidated Statement of Financial Position are grouped into the fair value hierarchy as follows:
|
|
30 June 2026 (unaudited) |
31 December 2025 (audited) |
||
|
|
Level 2 |
Level 3 |
Level 2 |
Level 3 |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
Fintech Ventures investments |
- |
- |
- |
- |
|
Derivative contracts |
14 |
- |
73 |
- |
|
Total assets / liabilities at fair value |
14 |
- |
73 |
- |
The classification and valuation methodology remains as noted in the 2025 Annual Report.
All of the FinTech Ventures investments are categorised as Level 3 in the fair value hierarchy. In the past the Directors have estimated the fair value of financial instruments using discounted cash flow methodology, comparable market transactions, recent capital raises and other transactional data including the performance of the respective businesses. Having considered the terms, rights and characteristics of the equity and loan stock held by the Group in the FinTech Ventures investments, the Board's estimate of liquidation value of these assets is £Nil at 30 June 2026 (31 December 2025: £Nil). Changes in the performance of these businesses and access to future returns via its current holdings could affect the amounts ultimately realised on the disposal of these investments, which may be greater or less than £Nil. There have been no transfers between levels in the period (2025: None).
Assets at Amortised Cost
|
|
30 June 2026 |
31 December 2025 |
|
|
(unaudited) |
(audited) |
|
|
£'000 |
£'000 |
|
Sancus loans and loan equivalents |
184,959 |
157,708 |
|
Trade and other receivables |
18,957 |
17,106 |
|
Cash and cash equivalents |
5,993 |
3,164 |
|
Total assets at amortised cost |
209,909 |
177,978 |
Liabilities at Amortised Cost
|
|
30 June 2026 |
31 December 2025 |
|
|
(unaudited) |
(audited) |
|
|
£'000 |
£'000 |
|
ZDPs |
3,060 |
3,035 |
|
Corporate bond |
23,370 |
21,333 |
|
Pollen facility |
184,472 |
151,039 |
|
Preference shares |
11,130 |
9,650 |
|
Paragon Facility |
452 |
417 |
|
Irish Loan Note |
861 |
872 |
|
Trade and other payables |
7,056 |
7,584 |
|
Total liabilities at amortised cost |
230,401 |
193,930 |
Refer to Note 16 for further information on liabilities.
Credit Risk
Credit risk is defined as the risk that a borrower/debtor may fail to make required repayments within the contracted timescale. The Group invests in senior debt, senior subordinated debt, junior subordinated debt and secured loans. Credit risk is taken in direct lending to third party borrowers, investing in loan funds, lending to associated platforms and loans arranged by associated platforms. The Group mitigates credit risk by only entering into agreements related to loan instruments in which there is sufficient security held against the loans or where the operating strength of the investee companies is considered sufficient to support the loan amounts outstanding.
Credit risk is determined on initial recognition of each loan and re-assessed at each balance sheet date. It is categorized into Stage 1, Stage 2 and Stage 3 with Stage 1 being to recognise 12 month ECLs, Stage 2 being to recognise Lifetime ECLs not credit impaired and Stage 3 being to recognise Lifetime ECLs credit impaired.
Foreign Exchange Risk - Derivative instruments
The Treasury Committee Team monitors the Group's currency position on a regular basis, and the Board of Directors reviews it on a quarterly basis. Loans denominated in Euros which are taken out through the Pollen facility are hedged. Forward contracts to sell Euros at loan maturity dates are entered into when loans are drawn in Euros. At 30 June 2026 the following forward foreign exchange contracts were open:
|
At 30 June 2026
|
|
|
|
|
|
||||||
|
Counterparty |
Settlement date |
Buy Currency |
Buy Amount £'000 |
Sell currency |
Sell amount €'000 |
Unrealised gain/(loss) £'000 |
|||||
|
|
|
|
|
|
|
|
|||||
|
Corpay |
July 2026 |
GBP |
2,000 |
Euro |
5,158 |
17 |
|||||
|
|
|
|
|
|
|
|
|||||
|
|
17 |
||||||||||
At 31 December 2025
|
|
|
|
|
|
|
|
||||||
|
Counterparty |
Settlement date |
Buy Currency |
Buy Amount £'000 |
Sell currency |
Sell amount €'000 |
Unrealised gain/(loss) £'000 |
||||||
|
|
|
|
|
|
|
|
||||||
|
Corpay |
January 2026 |
GBP |
11,767 |
Euro |
13,500 |
73 |
||||||
|
|
|
|
|
|
|
|
||||||
|
Unrealised gain forward foreign contracts |
73 |
|||||||||||
No hedging has been taken out against investments in the FinTech Ventures platforms (2025: £Nil).
Provision for ECL
Provision for ECL is made using the credit risk, the probability of default (PD) and the probability of loss given default (PL) all of which are underpinned by the Loan to Value (LTV), historical position, forward looking considerations and on occasion, subsequent events and the subjective judgement of the Board. Preliminary calculations for ECL are performed on a loan by loan basis using the simple formula: Outstanding Loan Value x PD x PL and are then amended as necessary according to the more subjective measures as noted above.
A probability of default is assigned to each loan. This probability of default is arrived at by reference to historical data and the ongoing status of each loan which is reviewed on a regular basis. The probability of loss is arrived at with reference to the LTV and consideration of cash that can be redeemed on recovery.
Movement of provision for ECL
|
|
Loans £'000 |
Trade Receivables £'000 |
Guarantees £'000
|
Total £'000 |
|
Loss allowance at 31 December 2024 |
3,061 |
5,350 |
11 |
8,422 |
|
Credit for the year 2025 |
(315) |
99 |
(11) |
(227) |
|
Utilised in the year 2025 |
(277) |
(64) |
- |
(341) |
|
Loss allowance at 31 December 2025 |
2,469 |
5,385 |
- |
7,854 |
|
Credit for the period to June 2026 |
(40) |
(2,146) |
- |
(2,186) |
|
Utilised in the period to June 2026 |
48 |
636 |
- |
684 |
|
Loss allowance at 30 June 2026 |
2,477 |
3,875 |
- |
6,352 |
20. GUARANTEES
The Group undertakes a number of Guarantees and first loss positions which are not deemed to be contingent liabilities under IAS37 as there is no present obligation for these guarantees and it is considered unlikely that these liabilities will crystallise.
Pollen Facility
Sancus Group participates 7.5% on every loan funded by the Pollen facility, taking a first loss position. Sancus Group Lending Limited has provided Pollen with an uncapped guarantee and a commitment that it will continue to ensure the orderly wind down of the Pollen funded loan book, in the event of the insolvency of Sancus Group, given its position as facility and security agent. No provision has been provided in the financial statements (2025: £Nil).
Loan Notes
Sancus Loan Notes 8 PLC was launched in January 2022 and is closed to new subscriptions. AUM was £33.1m as at 30 June 2026. In July 2026, the note was extended for five years to July 2031 and, following investor redemptions, AUM reduced to £27.6m. Sancus provides a 20% first-loss guarantee in respect of loans originated by it and held within the note.
Sancus Loan Notes 9 Limited was launched in October 2025 and is closed to new subscriptions. AUM was £25.6m as at 30 June 2026 and the note matures in October 2029. Sancus and Hawkbridge each provide a 20% first-loss guarantee in respect of loans originated by them and held within the note.
Amberton Loan Note 1 Limited is a bespoke note and was launched in May 2025 and had AUM of £9.0m as at 30 June 2026. The note matures in May 2030.
Amberton Loan Note 2 Limited was launched in December 2025 and had AUM of £17.2m as at 30 June 2026. The note matures in December 2030. Sancus and Hawkbridge each provide a 20% first-loss guarantee in respect of loans originated by them and held within the note.
Warehouse Loan Note 1 Limited was launched in November 2025 and had AUM of £8.0m as at 30 June 2026. The note, which can hold new loans originated by Sancus and Hawk for 90 days, matures in November 2030..
Unfunded Commitments
As at 30 June 2026 the Group has unfunded commitments of £77.8m (31 December 2025: £90.7m). These unfunded commitments primarily represent the undrawn portion of development finance facilities. Drawdowns are conditional on satisfaction of specified conditions precedent, including that the borrower is not in breach of its representations or covenants under the loan or security documents. The figure quoted is the maximum exposure assuming that all such conditions for drawdown are met. Directors expect the majority of these commitments to be filled by Co-Funders.
21. EVENTS AFTER THE REPORTING DATE
On 10 July 2026 the Group issued £0.5m of Sancus Bonds to Somerston Fintech to provide the Group with additional working capital flexibility.
On 10 July 2026 the Group announced the appointment of Andrew Charnley as Group CEO and the simultaneous resignation of Rory Mepham. 11,000,000 Ordinary Shares were subsequently issued to Mr Mepham in full and final settlement of any amounts due to him under the Group's Long-Term Incentive Plan.
On 28 August 2026 the Group entered into an unsecured 364 day liquidity facility with Somerston Fintech and which can be used for general corporate purposes. The maximum amount that can be drawn under the facility is £4m. Interest on any amounts drawn under the facility will accrue and be payable monthly at the Bank of England base rate plus a margin of 450bps per annum on the daily outstanding balance on the amount outstanding less than or equal to £2m and the Bank of England base rate plus a margin of 725bps per annum on any amount outstanding that exceeds £2m.
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